As filed with the Securities and Exchange Commission on September 28, 2011
Registration No. 333-177030
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-177030
UNDER
THE SECURITIES ACT OF 1933
ANSYS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
04-3219960
(I.R.S. Employer Identification No.)
ANSYS, Inc.
Southpointe
275 Technology Drive
Canonsburg, Pennsylvania 15317
(Address of Principal Executive Offices)
Apache Design Solutions, Inc. Amended and Restated 2001 Stock Option/Stock Issuance Plan
(Full Title of the Plan)
James E. Cashman III
President and Chief Executive Officer
ANSYS, Inc.
Southpointe
275 Technology Drive
Canonsburg, Pennsylvania 15317
(Name and Address of Agent for Service)
(724) 746-3304
Telephone Number, Including Area Code, of Agent For Service.
Copies to:
John R. LeClaire
Joseph L. Johnson III
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||||||||
| Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
ANSYS, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 No. 333-177030 to correct the description of Exhibit 23.2 filed with such Registration Statement and to correct the language of the Company’s Independent Registered Public Accountant’s Letter Regarding Unaudited Financial Information filed as Exhibit 15 to the Registration Statement by filing an updated version of that Exhibit.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Exhibit No. |
Description of Exhibit | |
| *15 | Independent Registered Public Accountants’ Letter Regarding Unaudited Financial Information | |
| *23.2 | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP | |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canonsburg, State of Pennsylvania, on this 28th day of September, 2011.
| ANSYS, INC. | ||
| By: | /s/ James E. Cashman III | |
| James E. Cashman III President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment been signed by the following persons in the capacities and on the date(s) indicated:
| Signature |
Capacity |
Date | ||
| /s/ James E. Cashman III James E. Cashman III |
President and Chief Executive Officer (Principal Executive Officer) |
September 28, 2011 | ||
| /s/ Maria T. Shields Maria T. Shields |
Chief Financial Officer, Vice President, Finance and Administration (Principal Financial Officer and Accounting Officer) |
September 28, 2011 | ||
| * Peter J. Smith |
Chairman of the Board of Directors |
September 28, 2011 | ||
| * Ajei S. Gopal |
Director |
September 28, 2011 | ||
| * William R. McDermott |
Director |
September 28, 2011 | ||
| * Jacqueline C. Morby |
Director |
September 28, 2011 | ||
| * Bradford C. Morley |
Director |
September 28, 2011 | ||
| * Michael C. Thurk |
Director |
September 28, 2011 | ||
| * Patrick J. Zilvitis |
Director |
September 28, 2011 | ||
* Signed by Maria T. Shields, attorney-in-fact
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| *15 | Independent Registered Public Accountants’ Letter Regarding Unaudited Financial Information | |
| *23.2 | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP | |
* Filed herewith.
Exhibit 15
September 28, 2011
ANSYS, Inc.
275 Technology Drive
Canonsburg, PA 15317
We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of ANSYS, Inc. and subsidiaries for the three-month periods ended March 31, 2011 and 2010, and have issued our report dated May 5, 2011, and for the three- and six-month periods ended June 30, 2011 and 2010, and have issued our report dated August 4, 2011. As indicated in such reports, because we did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your Quarterly Report on Form 10-Q for the quarters ended March 31, 2011 and June 30, 2011, respectively, are being incorporated by reference in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 25, 2011, relating to the financial statements and financial statement schedule of ANSYS, Inc. and subsidiaries, and the effectiveness of ANSYS, Inc. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of ANSYS, Inc. and subsidiaries for the year ended December 31, 2010.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 28, 2011